GEN Restaurant Group Inc

DEF 14A 1 genk_proxy_def_14a_2024.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

(name of registrant as specified in its charter)

(name of person(s) filing proxy statement, if other than registrant)

Payment of Filing Fee (Check all boxes that apply):

11480 South Street, Suite 205

Cerritos, CA 90703

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Thursday, June 20, 2024

10:00 a.m. Pacific Time

Online atwww.proxydocs.com/GENK

GEN Restaurant Group, Inc. (the “Company”, “we” or “us”) is holding its 2024 annual meeting of stockholders virtually by live webcast at 10:00 a.m., Pacific Time, on Thursday, June 20, 2024, for the following purposes:

to elect two Class I directors to hold office until the 2027 annual meeting of stockholders and until their successors are otherwise duly elected or qualified;

to ratify the appointment of Marcum, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and

to transact such other business as may be properly presented at the meeting.

The Board recommends that you vote“FOR”the election of the director nominees, and“FOR”the ratification, on an advisory basis, of the appointment of Marcum, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

Stockholders of record at the close of business on April 24, 2024 are entitled to notice of and to vote prior to the date of the meeting.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission (“SEC”) to provide our stockholders access to our proxy materials and 2023 Annual Report to Stockholders by notifying them of the availability of our proxy materials and 2023 Annual Report to Stockholders via the Internet. The notice and access model gives the Company a fast, efficient and lower-cost way to furnish stockholders with their proxy materials and reduces our impact on the environment. As a result, on May 10, 2024, we are mailing to our stockholders an “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Thursday, June 20, 2024” (“Notice”) with instructions on how to access our proxy materials and the 2023 Annual Report to Stockholders via the Internet and how to vote online. On the date of mailing of the Notice, all stockholders may access our proxy materials on a website referred to, and at the URL address included in, the Notice and in our proxy statement. Our proxy materials are available free of charge.

Stockholders of record as of April 24, 2024 will be able to participate in our virtual annual meeting by visitingwww.proxydocs.com/GENK. To participate in our virtual annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Our virtual annual meeting will begin promptly at 10:00 a.m., Pacific Time, on Thursday, June 20, 2024. Online check-in will begin at 9:45 a.m., Pacific Time, on Thursday, June 20, 2024, and you should allow ample time for the online check-in procedures. Appropriate questions may be submitted at any time during the meeting, and they will be addressed at the conclusion of the Company’s prepared remarks.

Our Proxy Statement and Annual Report are available on the Company’s website atwww.genkoreanbbq.com under: Investor - Relations.

By Order of the Board of Directors,

Thomas V. Croal, Chief Financial Officer & Secretary

April 29, 2024

PROXY STATEMENT

For the Annual Meeting of

Stockholders To Be Held on June 20, 2024

TABLE OF CONTENTS

PROXY STATEMENT

For the 2024 Annual Meeting of Stockholders

Thursday, June 20, 2024